What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-13 compared with 2024-11-13 · 252 added, 216 removed, 11 unchanged (98% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

discussion and analysis of financial condition and results of operations

Organizational

History of the Company and Overview

Picture House Corporation aka American Picture House Pictures plans to be a premiere entertainment company with a focus on feature

films, limited series, and content-enhancing technologies.

APHP is managed by astute financiers and supported by seasoned creatives.

To date, the Company has provided general consulting services to entertainment industry-based clients.

These clients were interested

in our entertainment industry expertise and general business knowledge.

The services provided included the strategy, development, and

procurement of materials including;

business plans, financial projections, and corporate marketing materials for the entertainment industry.

The Company has refocused its efforts and will no longer be providing these services to independent clients.

Going forward, APHP plans

to partner with filmmakers, showrunners, content developers and strategic technology partners to develop, package, finance, and produce

high-quality feature films and television shows with broad-market appeal.

The Company’s management, Board of Directors and advisors

have had relationships with major studios due to many of them having worked within the entertainment industry on many films and shows

in a variety of specialties including:

writing, producing, directing, casting, sales, and licensing.

Although these relationships have

not yet yielded results to APHP to date, the Company anticipates it will be able to access these relationships to benefit the Company

in its future endeavors.

Company intends to specialize in mid-budgeted productions where more than 100% of the budget can be collateralized by a film’s

or show’s intellectual property (‘IP”), unsold licensing sales projections, pre-sold licensing contracts, incentive

agreements, tax rebates, and grants.

The Company’s management and advisors will use these assets to limit risk and guarantee greater

profitability.

The IP (e.g., the book rights, script, screenplay, etc.) of a particular film or show usually has a quantifiable value,

especially if such IP was written by a recognized author or by a WGA (“Writers Guild of America”) writer and further enhanced

by the addition of competent producers, proven directors and directors of photography, and talented actors.

While the IP itself has value,

the previously mentioned elements plus the addition of factors like choosing favorable filming locales to film in (that provide monetary

and/or tax incentives) and formulating lean budgets, enable third party financiers to quantify a film’s or show’s value and

this quantifiable-value can be utilized to secure additional equity investors and or be utilized to secure loans.

Through the development

of a strong package, APHP can limit its overall financial exposure, mitigate financial risk, and reduce the equity required from the

Company to produce a film or show Loans and additional equity, are usually only secured for films that have a package that has strong

elements and additional factors;

therefore, a reduction in equity combined with third-party participation also is expected to increase

profitability to the Company.

Company will strive to become synonymous with creative ability, financial sophistication, and leading-edge technology.

The Company has

optioned IP with the intent to co-finance and co-produce feature films and limited series shows.

Stages and Our Strategy

understand our business strategy, it is useful to think of filmmaking in five stages - often with different teams involved at different

The first stage in which the ideas for the film are created, rights to books/plays are acquired and the screenplay is written.

for the project has to be sought and obtained;

Pre-Production:

Arrangements and preparations are made for the shoot, such as hiring cast and film crew, selecting locations and constructing sets;

The raw footage and other elements for the film are recorded during the film shoot;

Post-Production:

The images, sound, and visual effects of the recorded film are edited and combined into a finished product;

Distribution:

The completed film is distributed, marketed, and screened in cinemas and/or released to video or steaming services.

Strategy to Build Value

business strategy is to purchase and/or option “entertainment properties” ( e.g., book rights, screenplays, scripts,

that have had some level of financial investment in the development stage before we acquire the entertainment property

where the initial owner or development team decided to stop development for financial or other reasons after making a substantial investment

in development.

For this investment, we may share with the original team rights to revenue from the acquired entertainment properties.

This strategy will allow the Company to reduce our initial cash outlay when acquiring intellectual properties, allows us to allocate

more funds in moving the entertainment property up the filmmaking chain, gives us assistance and goodwill from the original development

team, and reduces our financial risks.

strategy requires us to make an informed assessment that our management team has the ability to move the script forward where the initial

team failed while allowing APHP to capitalize on the initial investment.

seek to build value in our entertainment properties by many means, including the following:

other qualified Writers Guild of America (“WGA”) writers to further develop, polish, or re-write entertainment properties;

or attaching quality talent ( e.g., producers, director, actors, etc.);

pre-sales values;

some pre-sales (mostly in international markets) ;

financial and banking relations;

a talent agency, retaining attorneys;

shooting locations, including the best place to obtain financial incentives and/or grants;

a comprehensive budget and devising financing strategy;

a completion bond;

production and marketing materials ( e.g., look-book, location scouting, poster-design, etc.).

Accounting Policies and Estimates

management’s discussion and analysis of our financial condition and results of operations are based on our financial statements,

which have been prepared in accordance with U.S.

generally accepted accounting principles, or “GAAP.” The preparation of

these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses

during the reported period.

In accordance with GAAP, we base our estimates on historical experience and on various other assumptions

that we believe are reasonable under the circumstances.

Actual results may differ from these estimates under different assumptions or

significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly

Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation

of our financial statements.

date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations.

may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise.

Sheet Arrangements

of Operations

Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

following table summarizes our results of operations for the three months ended September 30, 2024 and 2023:

Months Ended September 30,

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial

condition and results of operations

Organizational History of the Company and Overview

Corporate History

American Picture House Corporation

was incorporated in Nevada on September 21, 2005 under the name Servinational, Inc.

The Company subsequently changed its name to Shikisai

International, Inc.

in November 2005 and then to Life Design Station, Intl., Inc.

in August 2007.

The Company changed its state of domicile

from Nevada to Wyoming on October 13, 2020.

On December 4, 2020, the Company changed its name to American Picture House Corporation.

The Board of Directors approved a 50:1

reverse stock split that became effective in the marketplace on October 11, 2021.

Following the reverse stock split, on

September 13, 2021, the Company also adopted an amendment, which was independent of the above-mentioned reverse stock split, to the Company’s Articles of Incorporation to reduce the number of

authorized shares from 4,700,000,000 shares of Common Stock at $0.0001 par value to 1,000,000,000 shares of Common Stock at $0.0001

On October 16, 2024 the shareholders

approved our Second Amended and Restated Articles of Incorporation, which amends Article VI, paragraph A.

(1) of our current Amended and

Restated Articles of Incorporation to grant authorization to our Board of Directors to determine, without shareholder approval, the designations,

preferences, limitations, restrictions, and relative rights of any additional classes of Preferred Stock, and variations in the relative

rights and preferences as between different series.

The Company has filed the Second Amended and Restated Articles of Incorporation with

the State of Wyoming in April 2025.

As of May 13, 2025, the Company has 1,001,000,000

shares authorized, including 1,000,000,000 common shares and 1,000,000 preferred shares.

Common Shares - As of May 13, 2025,

APHP has 1,000,000,000 common shares authorized of which 112,399,325 shares issued and outstanding.

As of May 13, 2025, the total number

of shareholders of record was 332.

All common shares are entitled to participate in any distributions or dividends that may be declared

by the Board of Directors, subject to any preferential dividend rights of outstanding shares of preferred shares.

Preferred Shares - As of May 13, 2025,

the Company had 1,000,000 preferred shares authorized, of which 100,000 preferred shares have been designated as Series A Convertible

Preferred Stock (“Series A preferred shares” herein).

At present, 3,839 Series A preferred shares are issued and outstanding.

The Series A preferred shares do not have any rights to dividends;

voting - each share of Series A preferred shares carries a superior

voting right to the Company’s common shares, each Series A preferred share shall be counted as 1,000,000 votes in any Company vote.

Each Series A preferred share is convertible at a ratio of 1 to 100,000 so that each one share of Series A preferred shares may be exchanged

for 100,000 common shares.

Series A preferred shares hold a first position lien against all of the Company’s assets including but

not limited to the Company’s IP (“Intellectual Property”).

The Preferred shares do not have any specific redemption

rights or sinking fund provisions.

Voting Control – As of May 13, 2025, Our Chief Executive

Officer and Chairman of the board of Directors, Bannor Michael MacGregor, is the beneficial owner of 23,654,603 shares of common stock,

which controls 21.05% of the outstanding common voting shares.

MacGregor is the owner of 3,819 (99.5%) of the Company’s 3,839 shares

of issued and outstanding Series A preferred stock.

MacGregor is also the controlling person as the principal of BC, holder of the remaining 20 (0.5%) preferred

shares The Company’s Series A preferred shares have voting rights equal to 1,000,000

votes per each one share.

MacGregor has voting rights equal to 3,862,654,603 shares of common stock, representing 97.75%

of voting rights,

Business Overview

American Picture House Corporation

(“APHP”) , also known as American Picture House Pictures, aims to become a premier entertainment company focused on the

development, financing, and production of feature films, limited series, and content-driven technologies.

Led by astute financiers and

supported by accomplished creatives, the Company is committed to delivering high-quality content with broad market appeal.

Historically, APHP has offered strategic

consulting services to clients within the entertainment sector, providing guidance in areas such as business planning, financial projections,

and corporate marketing.

While these engagements showcased the Company’s expertise in both entertainment and general business strategy,

APHP has since pivoted away from providing independent consulting services.

Moving forward, the Company will concentrate exclusively on

internal content development and strategic partnerships.

APHP is now focused on partnering with

filmmakers, showrunners, content creators, and innovative technology partners to develop, package, finance, and produce compelling film

and television projects.

The Company’s leadership, Board of Directors, and advisory team bring decades of experience across key

entertainment functions, including writing, producing, directing, casting, sales, and licensing, with long-standing relationships at major

studios and production companies.

Although these relationships have yet to translate into direct business for APHP, the Company anticipates

leveraging these connections in its upcoming projects.

Strategic Focus:

Mid-Budget Productions

APHP specializes in mid-budgeted productions

where the majority, if not all, of the production budget can be secured against the project’s intellectual property (“IP”),

projected and pre-sold licensing agreements, incentive programs, tax credits, and grants.

The value of the IP, such as book rights, screenplays,

or scripts, can be significantly enhanced by the attachment of award-winning talent, seasoned producers, and skilled directors, making

it a critical asset for financial structuring.

By assembling robust production packages

that include proven creative elements and cost-efficient strategies, such as filming in incentive-friendly locations and building lean

budgets, APHP can mitigate financial risk, reduce its equity exposure, and attract third-party investment.

These efforts are designed

to improve profitability and maximize investor confidence through the development of bankable content.

APHP’s strategic approach emphasizes

financial sophistication, creative excellence, and the use of forward-thinking technology.

To date, APHP owns and has optioned

several IPs with the goal of co-producing and co-financing both feature films and limited series.

Understanding APHP’s Strategy Through the Filmmaking

To better explain APHP’s business model, the filmmaking

process can be broken down into five key stages, each with distinct responsibilities and goals:

Development – Acquiring rights (e.g., books, plays), developing story ideas, and writing the screenplay.

This stage includes securing financing.

Pre-Production – Finalizing the script, hiring cast and crew, scouting and securing locations, and designing sets.

Production – The actual filming process where raw footage is captured.

Post-Production – Editing the footage, adding visual effects, sound design, and finalizing the film.

Distribution – Marketing and distributing the finished project to theaters, streaming platforms, and other outlets.

APHP’s strategy is to participate meaningfully at each

of these stages, especially in development, financing, and packaging, to ensure that every project is positioned for both creative and

commercial success.

Our Strategy to Build Value

APHP’s business strategy centers

on acquiring or optioning intellectual properties, such as book rights, screenplays, and scripts, that have already undergone a meaningful

level of development investment.

In many cases, these properties were advanced by their original creators or teams who, after making substantial

financial or creative commitments, chose to pause or abandon further development due to budgetary or strategic reasons.

By targeting projects at this stage,

APHP aims to acquire valuable entertainment assets at a reduced upfront cost.

In exchange, we may offer the original team a share in future

revenues generated by the property.

This approach enables us to:

Minimize initial capital expenditures;

Allocate more resources toward advancing the project through the filmmaking pipeline;

Benefit from the insights, creative contributions, and goodwill of the original development team;

Significantly reduce financial and creative risk.

Our strategy is predicated on our management

team’s ability to identify projects with unrealized potential and execute on the next stages of development where previous

efforts may have stalled.

This includes leveraging our experience, industry relationships, and financial acumen to transform dormant

or undervalued IP into market-ready content.

Value Creation Initiatives

Once acquired, we enhance the value of these properties through

a multi-pronged strategy that includes:

Engaging experienced Writers Guild of America (WGA) writers to further develop, polish, or rewrite the material;

Attaching high-quality talent—such as reputable producers, directors, and actors;

Assessing and securing international pre-sales and understanding global market value;

Establishing relationships with key financial institutions and banking partners;

Partnering with talent agencies and retaining top legal counsel;

Identifying strategic filming locations that offer robust tax incentives, rebates, or grants;

Creating comprehensive production budgets and tailored financing strategies;

Securing completion bonds to mitigate production risk;

Developing professional production and marketing materials, such as look books, preliminary artwork, and scouting reports.

This methodical, value-driven approach allows APHP to position

each project for optimal creative execution, financial performance, and market success, ultimately maximizing returns for the Company

and its partners.

Organizational Structure

At present, the Company has no employees.

We do, however, utilize

the services of consultants.

The Company is managed by its officers.

Bannor Michael MacGregor is the CEO, Jonathan Sanger is the President,

Michael Blanchard is the Secretary, and Daniel Hirsch is the Treasurer, all report to a Board of Directors.

At present, only Bannor Michael

MacGregor is under a Consulting Agreement.

The Company maintains three virtual offices in New York, NY,

Raleigh, NC, and Los Angeles, CA.

Critical Accounting Policies and Estimates

Our management’s discussion and

analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance

generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to

make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities

at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period.

In accordance with

GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances.

Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies

are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting

policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

Cybersecurity Update

APHP’s risk management program remains

Cybersecurity” in our Annual Report on Form 10-K for a full discussion of our risk management and

governance framework.

COVID-19 Update

To date, the COVID-19 pandemic has not

had a material impact on the Company, particularly due to our current lack of operations.

The pandemic may, however, have an impact on

our ability to evaluate and acquire an operating entity through a reverse merger or otherwise.

Off-Balance Sheet Arrangements

Results of Operations

Three Months Ended March 31, 2024 Compared to Three Months

Ended March 31.

The following table summarizes our results of operations for

the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Cost of revenues

Operating Expenses:

administrative

Research and development

Operating Expenses

General and administrative

Sales and marketing

Total Operating Expenses

Net operating income (loss)

1 unchanged sentence

Interest income

Other Income (Expenses)

Interest expense

Net Other Income (Expenses)

Income (loss) before income taxes

Net income (loss)

and Cost of Revenues

Company did not have any revenues during the quarters ended September 30, 2024 and 2023.

and Administrative Expenses

and administrative expenses for the three months ended September 30, 2024 were approximately $316,000 compared to approximately $495,000

for the three months ended September 30, 2023, a decrease of approximately $180,000.

The 2023 period included approximately $92,000 of

legal and professional fees associated with filing the Company’s Form 10 and $50,000 related to investment due diligence.

Additionally,

the travel expenses were approximately $21,000 higher during the 2023 period.

and Development Expenses

and development expenses for the three months ended September 30, 2024 were $0 compared to $8,803 for the nine months ended September

Income (Expense)

Interest income for the three months ended September 30, 2024 and 2023 was minimal and consisted of interest earned on invested

cash balances.

Interest expense for the three months ended September 30, 2024 and 2023 was $12,276 and $2,993, respectively, and was primarily

related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit and related party working capital

and Capital Resources

had an accumulated deficit of approximately $7.2 million, incurred a net loss of approximately $327,000, and had cash outflows from operations

of approximately $773,000 as of and for the three months ended September 30, 2024.

Further, we expect to continue to incur significant

costs in the pursuit of our business plans.

We cannot assure you that our plans to raise capital or to complete our film development

and production activities will be successful.

These factors, among others, raise substantial doubt about our ability to continue as a

going concern.

our inception, we have incurred significant operating losses.

We expect to incur significant expenses and operating losses for the foreseeable

future as we develop and produce feature films.

To date, we have funded our operations with proceeds from sales of Common Stock and borrowings

from related parties under promissory notes.

As of September 30, 2024, our cash and cash equivalents were negligible and we were not

able to meet our current obligations as they became due and payable.

the three months ended September 30, 2024, operating activities consumed approximately $31,000 of cash, representing substantially all

of the Company’s cash on hand.

Accounts payable and accrued expenses increased by approximately $301,000 during the quarter due

to a lack of liquidity to meet current obligations as they became due and payable.

the three months ended September 30, 2023, operating activities used approximately $398,000 of cash, primarily resulting from our net

loss of approximately $507,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $108,000.

the three months ended September 30, 2024 and 2023, investing activities included approximately $2,000 and $27,000 of produced and licensed

film production costs.

the three months ended September 30, 2024, net cash provided by financing activities was $26,000 which included approximately $37,000

of related party borrowings net of approximately $11,000 of debt repayments.

the three months ended September 30, 2023, net cash provided by financing activities was approximately $700,000 including approximately

$803,000 of proceeds from the sale of Common Stock partially offset by net repayments of $103,000 on related party borrowings.

months ended September 30, 2024 Compared to nine months ended September 30, 2023

following table summarizes our results of operations for the nine months ended September 30, 2024 and 2023:

Months ended September 30,

Cost of revenues

Operating Expenses:

General and administrative

Research and development

and marketing

Operating Expenses

Net Operating Loss

Other Income (Expenses):

Interest income

Other Income (Expenses)

Loss before income taxes

$ (1,495,987 )

$ (1,272,558 )

and Cost of Revenues

the nine months ended September 30, 2023 and 2022, the Company had revenues of approximately $23,000 and $169,000, respectively.

2024 revenues were derived from the Company’s interest in the Buffaloed CAMA.

The Company’s 2023 revenue came from

contracts with customers for consulting services and from the licensing and distribution of film and other entertainment rights.

and administrative expenses for the nine months ended September 30, 2024 were approximately $2,198,000 compared to approximately $1,074,000

for the nine months ended September 30, 2023, an increase of approximately $1.1M.

The increase was primarily attributable to the Company

recording approximately $1,258,000 of stock option expense in the 2024 period along with a $43,000 net increase in consulting fees.

2023 period included approximately $194,000 of bad debt expense.

As a public company, we expect general and administrative costs to continue

to increase in future periods.

and Development Expenses

and development expenses for the nine months ended September 30, 2024 were approximately $700 compared to $8,800 for the nine months

ended September 30, 2023.

and Marketing Expenses

and marketing expenses for the nine months ended September 30, 2024 were approximately $25,000 compared to $0 for the three months ended

September 30, 2023.

Sales and marketing expenses relate to our engagement of a part-time marketing consultant during the period and related

Income (Expense)

Interest income for the nine months ended September 30, 2024 and 2023 was $1,818 and $2,793, respectively, and consisted

of interest earned on invested cash balances.

Interest expense for the nine months ended September 30, 2024 and 2023 was $28,281 and $6,934, respectively, and was primarily

related to our Economic Injury Disaster Loan (“EIDL ”) and working capital loan.

and Capital Resources

the first nine months of 2024, the Company sold 691,000 shares of Common Stock for $0.25 per share resulting in total proceeds of approximately

During the nine months ended September 30, 2023, the Company sold 7,147,498 shares of Common Stock at prices between $0.15

and $0.20 per share resulting in total proceeds of approximately $716,000.

We had an accumulated deficit of approximately $7.2 million,

incurred a net loss of approximately $2.2 million, and had cash outflows from operations of approximately $773,000 as of and for the

nine months ended September 30, 2024.

Revenues and Cost of Revenues

The Company had revenues totaling

$0 and $23,003 during the quarters ended March 31, 2025 and 2024, respectively.

All of the 2024 revenues were from the BUFFALOED CAMA

General and Administrative Expenses

General and administrative expenses for the

three months ended March 31, 2025 were approximately $475,000 compared to approximately $1,502,000 for the three months ended March

31, 2024, a decrease of approximately $1,026,000.

The 2024 period included $1,258,160 of stock option expense compared to $232,995

in the 2025 period, a change of approximately$1,025,000.

Sales and Marketing Expenses

Sales and marketing expenses for the three months

ended March 31, 2025 were approximately $0 compared to approximately $14,000 for the three months ended March 31, 2024, a decrease of approximately

Other Income (Expense)

Interest Income.

Interest income

for the three months ended March 31, 2025 and 2024 was minimal and consisted of interest earned on invested cash balances.

Interest Expense.

Interest expense

for the three months ended March 31, 2025 and 2024 was $12,919 and $3,185, respectively,

and was primarily related to our Economic Injury Disaster Loan (“EIDL ”), commercial line of credit and related party

working capital loans.

Liquidity and Capital Resources

We had an accumulated deficit of approximately

$7.8 million, incurred a net loss of approximately $489,000, and had cash outflows from operations of approximately $155,000 as of and

for the three months ended March 31, 2025.

Further, we expect to continue to incur significant costs in the pursuit of our business plans.

1 unchanged sentence

These factors, among others, raise substantial doubt about our ability to continue as a going concern.

our inception, we have incurred significant operating losses.

We expect to incur significant expenses and operating losses for the foreseeable

future as we develop and produce feature films.

To date, we have funded our operations with proceeds from sales of Common Stock and borrowings

from related parties under promissory notes.

As of September 30, 2024, we had cash and cash equivalents of approximately $0.

the nine months ended September 30, 2024, operating activities consumed substantially all of the Company’s available cash resources

of approximately $773,000.

the nine months ended September 30, 2023, operating activities used approximately $717,000 of cash, primarily resulting from our net

loss of approximately $954,000, partially offset by non-cash charges and changes in our operating assets and liabilities of $238,000.

the nine months ended September 30, 2024 and 2023, investing activities included approximately $10,000 and $37,000 of produced and licensed

film production costs.

Additionally, during the 2024 and 2023 periods, the Company invested approximately $22,000 and $9,000 in website

development costs, respectively.

the nine months ended September 30, 2024, net cash provided by financing activities was approximately $601,000 including $169,000 of

proceeds from the sale of Common Stock and $432,000 from net related party borrowings.

the nine months ended September 30, 2023, net cash provided by financing activities was $1.3 million of proceeds from the sale of Common

Additionally, during 2023 period the Company borrowed and fully repaid $178,500 under a promissory note with the Company’s

chief executive officer.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

have been no material changes to our market risk during the first nine months of 2024.

For a discussion of our exposure to market risk,

please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2023 Form 10-K.

Since our inception, we have incurred

significant operating losses.

We expect to incur significant expenses and operating losses for the foreseeable future as we develop and

produce feature films.

To date, we have funded our operations with proceeds from sales of Common Stock and borrowings from related parties

under promissory notes.

As of March 31, 2025, our cash and cash equivalents were negligible and we were not able to meet our current obligations

as they became due and payable.

Operating Activities

During the three months ended March

31, 2025, operating activities consumed approximately $155,000 of cash.

Accounts payable and accrued expenses increased by approximately

$88,000 during the quarter due to a lack of liquidity to meet current obligations as they became due and payable.

During the three months ended March 31, 2024, operating activities

used approximately $441,000 of cash, including providing a $220,000 of financing to a film production company and payments resulting in

a $42,000 reduction in accounts payable and accrued expenses.

Investing Activities

During the three months ended March

31, 2025 and 2024, investing activities included approximately $0 and $3,000 of costs related to development of the Company’s website.

Financing Activities

During the three months ended March

31, 2025, net cash provided by financing activities was $160,000 which included approximately $174,000 of related party borrowings net

of approximately $15,000 of debt repayments.

During the three months ended March

31, 2025, net cash provided by financing activities was approximately $265,000 which included approximately $250,000 of related party

borrowings and approximately $15,000 of proceeds from the sale of Common Stock.

Other Material Developments and Trends

Ongoing Concerns

We continue to face significant liquidity

challenges and have concluded that substantial doubt exists about our ability to continue as a going concern through the next 12 months.

We plan to address this by seeking additional funding sources like a short-term bridge loan, a medium-term credit-line, and a significant

longer-term financial raise and the Company has reduced operating costs, but there is no assurance we will succeed.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

There have been no material changes

to our market risk during the first three months of 2025.

For a discussion of our exposure

to market risk, please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2024 Form

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis